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For several months, Sauron had been building his forces for the strike against Minas Tirith. However, due to the use of the Orthanac palantír by Aragorn, he struck before he was ready, but, his armies still far exceeded the defenders of the city.

Gandalf arrived with Pippin a day before Sauron's forces attacked. Most of the citizens were sent north and west; except those in the arts of healing and boys who refused to leave. The same day, 3,000 men from Belfalas, Dol Amroth and other places arrived to assist the garrison. But, it was less then a tenth of what was needed. Most that were needed were holding off the Black Fleet of Umbar.

Gandalf saved Faramir upon the latters return, for he was pursued closely by the Nazgul. Denethor, upon hearing the report of his son on the doings in Ithilien, who allowed the Ring-Bearer go free, reprimended him for his decision. He also did not share his sons' decision when he thought Osgilith was a liability. Faramir accepted the dangerous, perhaps suicidal, charge of defending the ruined city and the Rammas Echor. That night a dark cloud from Mordor covered the entire land.

The Witch-King led the assualt upon the western side of Osgiliath the next morning. Many boats had been built in secret which allowed them to overwhelm the defenders swiftly, who despite thier fierce defense, could only do minimal casualties to the forces arrayed against them. They also could not stand against the Witch-King, for at his approach men fled in terror.

Gandalf, upon learning the Witch-King was on the field, went from the city to assist the beleaguered forces which had fallen back to the Rammas Echor. It was taken by blasting stones, and on the retreat, Faramir fell wounded while battling against an Easterling champion. Only a charge by Prince Imrahil and the Knights of Dol Amroth saved him.

As the defenders retreated to the city, a sortie of calvary sent out by Denethor scattered the prusuit and allowed them to come in unharried. Denethor, upon seeing his son's wounded and unconscious state, lost his will to fight and gave no more thought to the defence of his city.

The defenders of Minas Tirith watched all day as the hosts of Mordor dug pits and set up siege weapons beyond their range. At first they mocked the supposed foolishness. But, as the Nazgul continued swooping near the city and uttering cries of death, their morale dropped. The Mordor host then used their siege engines to launch stones at the city, many of which would burst into flame as they came crashing down. Then, the heads of all those that had been slain in battle were flung over the city. The whole first level was soon in flames.

Seeing that the defenders' will was already broken, near midnight the Witch-king launched his assualt upon the city. Swathes of defenders fled to the higher levels, but enough stayed at their posts that many were killed trying to reach the walls. Most of the siege towers were also destroyed as they rolled forward.

The hardest thrust was made against the Great Gate. The Witch-king personally rode beside the battering ram Grond. When it began to strike the gate, the Witch-King cried spells that enforced it and weakened the gate and in only three strikes the gate was broken. All but Gandalf fled, who stood steadfast. The Witch-king rode through the gate to challenge Gandalf. But in this moment the winds began to blow away the clouds Sauron had gathered over Gondor, a cock crowed and horns blown in the north heralded the coming of the Rohirrim. The Witch-king left to deal with the Riders of Rohan and the Battle of Pelennor Fields commenced. The siege was broken during the battle.